Putnam Investments
One Post Office Square
Boston, MA 02109
March 31, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Putnam Growth and Income Fund II (Reg. No. 33-55979) (811-7223)
(the "Fund") Post-Effective Amendment No. 6 to Registration
Statement on Form N-1A
Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended, the
Fund hereby certifies that the form of Prospectus and Statement of
Additional Information that would have been filed on behalf of the Fund
pursuant to Rule 497(c) upon the effectiveness of Post-Effective Amendment
No. 6 to the Fund's Registration Statement on Form N-1A (the "Amendment")
would not have differed from that contained in the Amendment, which is the
most recent amendment to such Registration Statement and was filed
electronically on March 30, 2000.
Comments or questions concerning this certificate may be directed to
Kathleen Moynihan at 1-800-225-2465, ext. 11796.
Very truly yours,
PUTNAM GROWTH AND INCOME FUND II
/s/ Gordon H. Silver
By: ----------------------------
Gordon H. Silver
Vice President
cc: Jen Motley-Borrggaard
